Klaus Veitinger
About Klaus Veitinger
Independent director of scPharmaceuticals (SCPH); age 63 as of April 7, 2025; director since November 2017. Medical doctor and Ph.D. (University of Heidelberg) with an MBA from INSEAD; venture investor and former operating executive in life sciences. The board has determined he is independent under Nasdaq rules; in 2024 he attended at least 75% of board and relevant committee meetings, and all directors attended the 2024 annual meeting. Currently chairs the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schwarz Pharma Inc. | Chief Executive Officer (U.S. & Asia businesses) | — | Led U.S. and Asia operations, culminating in sale of the Schwarz Group |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed | Venture Partner | 2007–present | Focused on venture investments in therapeutics; has served or serves on numerous public and private OrbiMed portfolio company boards |
| Tricida, Inc. | Director | Oct 2013–Jun 2023 | Board service ended June 2023 |
Board Governance
| Item | Detail |
|---|---|
| Board structure | Classified board (three staggered classes) |
| Committee assignments | Nominating & Corporate Governance Committee (Chair); not listed on Audit or Compensation |
| Committee activity (2024) | Nominating & Corporate Governance Committee met 1 time in 2024 |
| Board meetings (2024) | 4 meetings; each director attended ≥75% of board and committee meetings served |
| Annual meeting attendance | All directors then in office attended the 2024 Annual Meeting |
| Independence | Board determined all directors except CEO are independent under Nasdaq; committee members meet SEC/Nasdaq independence standards |
Fixed Compensation (Director)
| Component (2024 unless noted) | Amount | Notes |
|---|---|---|
| Cash fees (Veitinger) | $50,000 | Sum of 2024 director retainer ($40,000) + Nominating & Governance Chair fee ($10,000) |
| Option awards (grant-date fair value) | $54,957 | 2024 annual director option grant fair value (ASC 718) |
| Total (Veitinger, 2024) | $104,957 | Cash + option grant fair value |
| 2025 policy change (reference) | Board retainer increases to $50,000; Non-Exec Chair to $90,000 | Effective 2025; committee fees unchanged (N&G Chair $10,000) |
Performance Compensation (Director)
| Element | Detail |
|---|---|
| Performance-linked cash metrics | None disclosed for non-employee directors |
| Equity design (2024 policy) | Annual grant of 19,750 options; vests in full on earlier of 1-year anniversary or next annual meeting; strike at FMV |
| Equity design (initial grant) | Initial grant of 34,600 options (in 2024); 33% vests at 1-year, remainder monthly over next 2 years; strike at FMV |
| 2025 equity policy update | Annual grant increases to 30,000 options; initial grant increases to 60,000 options; same vesting constructs |
No director performance metrics (revenue/EBITDA/TSR/ESG) are tied to director compensation; director equity awards are time-based options.
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| OrbiMed (venture partner) | Employment affiliation | OrbiMed Advisors LLC beneficially owns 12.05% of SCPH; Veitinger is an OrbiMed Venture Partner. Board still classifies him as independent under Nasdaq rules; Audit Committee reviews related-party transactions |
| OrbiMed portfolio company boards | Numerous public/private boards | Not individually listed; indicates broad network reach in biopharma |
| Tricida, Inc. | Former director (ended 2023) | Historical service; not a current interlock |
Expertise & Qualifications
- Clinical/scientific credentials (M.D., Ph.D.) with operating experience as CEO in pharma and extensive venture investing at OrbiMed; brings medical, scientific, and investment judgment.
- Governance experience as chair of SCPH’s Nominating & Corporate Governance Committee; independent under Nasdaq standards.
Equity Ownership
| Holder | Form of ownership | Shares/Options | % of Outstanding | Notes |
|---|---|---|---|---|
| Klaus Veitinger, M.D., Ph.D. | Options exercisable within 60 days | 106,127 | <1% | As of April 7, 2025; reflected as beneficial ownership; also shown as options outstanding in director table |
| Pledging/Hedging | Policy status | — | — | Company policy prohibits short sales and, without prior approval, derivative transactions and pledging or margining company stock by directors/officers |
| Ownership guidelines | Not disclosed | — | — | No director stock ownership guideline disclosed in proxy |
Related-Party & Conflicts Review
- Large shareholder affiliation: OrbiMed Advisors LLC holds 12.05% of SCPH; Veitinger is an OrbiMed Venture Partner (potential appearance of influence). Company classifies him as independent under Nasdaq; all audit/compensation/nominating committee members meet independence standards.
- Related-party transactions: Company discloses no transactions ≥$120,000 involving directors/executives/5% holders since January 1, 2023; Audit Committee must review/approve any such transactions per written policy.
- Trading/pledging: Insider Trading Policy prohibits short sales and, without prior approval, derivatives and pledging/margining of company securities by directors/officers.
Governance Assessment
- Positives: Independent director with deep sector expertise; chairs Nominating & Corporate Governance; board separated Chair/CEO roles; attendance standards met in 2024; committee independence affirmed.
- Watch items / potential RED FLAGS: OrbiMed affiliation (12.05% holder) while serving on the board and chairing N&G may raise perceived alignment/over-boarding concerns; however, no related-party transactions disclosed and independence affirmed. SCPH maintains a classified board (staggered terms), which some investors view as entrenching.
- Director pay mix: Balanced cash ($50k) and time-based option grant (~$54,957) for 2024; policy moves in 2025 increased director cash retainer to $50k, maintaining modest equity emphasis. No performance-conditioned director equity.
Notes on Board and Committee Operations
- 2024 activity: Board met 4 times; Nominating & Corporate Governance Committee met once; directors expected to attend all meetings; all directors attended the 2024 annual meeting.
- Committee scopes: N&G oversees board composition, director nominee process, governance guidelines, and ESG strategy/risks; Audit reviews related-party transactions, risk management program, financial reporting; Compensation handles executive/director pay and succession planning.
No legal proceedings adverse to the company involving directors, and no compensation committee interlocks were reported.